What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 270 added, 277 removed, 265 unchanged (67% of the section changed)

1 unchanged sentence

(1) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that

are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports is recorded,

processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms

and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial

officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls

and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

As further discussed below, we carried out an evaluation,

under the supervision and with the participation of our management, including our chief executive officer and chief financial officer,

of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)

of the Exchange Act.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, because of certain

material weaknesses in our internal control over financial reporting our disclosure controls and procedures as defined in Rule 13a-15(e)

and 15d-15(e) under the Exchange Act were not effective as of December 31, 2021.

The material weaknesses relate to the absence of in-house

accounting personnel with the ability to properly account for complex transactions and a lack of separation of duties between accounting

and other functions.

We hired a consulting firm to advise on technical

issues related to U.S.

generally accepted accounting principles as related to the maintenance of our accounting books and records and

the preparation of our consolidated financial statements.

Although we are aware of the risks associated with not having dedicated accounting

personnel, we are also at an early stage in the development of our business.

We anticipate expanding our accounting functions with dedicated

staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvement

with additional capital resources.

In the meantime, management will continue to observe and assess our internal accounting function and

make necessary improvements whenever they may be required.

If our remedial measures are insufficient to address the material weakness,

or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur

in the future, our consolidated financial statements may contain material misstatements, and we could be required to restate our financial

In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely

financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange

listing requirements.

We have adopted and maintain

disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that

are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized

and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated

to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial

Officer), to allow for timely decisions regarding required disclosure.

As required by Exchange Act Rule 13a-15, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of

our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited

resources our disclosure controls and procedures are not effective in providing material information required to be included in our

periodic SEC filings on a timely basis and to ensure that information required to be disclosed in our periodic SEC filings is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely

decisions regarding required disclosure about our internal control over financial reporting discussed below Following the 2021

evaluation by management of the effectiveness of the design and operation of our disclosure controls and procedures we implemented

new controls and process in 2022.

(2) Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect all misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

Based on our evaluation under the

framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting

was ineffective as of December 31, 2021.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting for our company.

Our internal control system was designed

to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published

financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on that assessment, our management has determined

that as of December 31, 2022, our internal control over financial reporting was not effective due to material weaknesses related to a

limited segregation of duties due to our limited resources and the small number of employees.

Management has determined that this control

deficiency constitutes a material weakness which could result in material misstatements of significant accounts and disclosures that could

result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

This Annual Report does not

include an attestation report of our independent registered public accounting firm regarding management’s assessment of our internal

control over financial reporting pursuant to temporary rules of the SEC.

(3) Changes in Internal Control over Financial

There has been no change in our internal control over

financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Securities

Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

financial reporting other than items highlighted above, identified in connection with the evaluation required by paragraph (d) of Rules

13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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Chief Executive Officer and Director

Fatima Dhalla

Interim Chief Financial Officer

Chief Financial Officer

William Meissner

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from the University of Colorado.

Fatima Dhalla, 67, has served as the Company’s Interim Chief Financial Officer Since February 2022.

Dhalla has provided consulting

services to clients on the Sarbanes-Oxley Act of 2002, system implementation and financial reporting since 2017.

From 2015 to 2017, Ms.

Dhalla served as the Chief Financial Officer of Maverick Brands, LLC, a beverage company producing and selling coconut water.

is educated in the United Kingdom as a fellow of the Chartered Association of Certified Accountants in 1987.

William Meissner, 55, became the

President and Chief Marketing Officer of the Company in May of 2020.

Meissner is a proven leader with more than twenty years of success

in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

Meissner has held several

other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical organized by a

mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea and

Tradewinds Tea.

Wall, age 56, became Chief Financial Officer in May 2022.

Wall is a collaborative finance executive with expertise leveraging analysis,

insights and team approaches, driving organizational improvements, and implementing practices and controls.

From 2016 to 2022, Mr.

served as the Chief Financial Officer for Americas of William Grant & Sons Inc., a premium spirits company.

Previously, Mr.

in various capacities at William Grant & Sons Inc., including Chief Financial Officer for North America, and Chief Financial Officer

for the United States of America.

William Meissner, age 56, became

the President and Chief Marketing Officer of the Company in May of 2020.

Meissner is a proven leader with more than twenty years of

success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

held several other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical organized

by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea

and Tradewinds Tea.

Meissner served as CEO and Board Director or Genesis Today, Inc.

a plant based superfood and supplement company, CEO and

Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and Board

Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages, Brand

Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

Meissner has an MBA from the

University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.

is married with three children and enjoys mountain bike riding, golf and volunteering.

Justin Yorke, age 55, became

a member of the Board of the Company on March 31, 2020.

a plant based superfood and supplement company, CEO

and Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and

Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages,

Brand Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

Meissner has an MBA

from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.

Justin Yorke, age 56, became a

member of the Board of the Company on March 31, 2020.

Since March 31, 2020, Mr.

Yorke has also served as the Company’s

Yorke has also served as the Company’s Secretary.

Yorke has over 25 years of experience in finance.

Based in Hong Kong for over 10 years, he managed funds for a

private Swiss Bank, Darier Henstch from 1997 to 2000.

Based in Hong Kong for over 10 years, he managed funds for a private Swiss Bank,

Darier Henstch from 1997 to 2000.

Prior to that, from 1995 to 1997, Mr.

Yorke managed funds for Peregrine

Investments and from 1990 to 1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland.

From 2000 to 2004, he was a partner at Asiatic Investment Management, based in San Francisco.

Yorke managed funds for Peregrine Investments and from 1990 to

1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland.

From 2000 to 2004, he was a partner

at Asiatic Investment Management, based in San Francisco.

Since 2004, Mr.

Yorke has been a

partner in San Gabriel Advisors, LLC and Arroyo Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and

Richland Fund.

The funds are highly diversified in focus with investment holdings, public, private equity and debt investments and

real estate investments.

Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo

Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund.

The funds are highly diversified in focus

with investment holdings, public, private equity and debt investments and real estate investments.

He has a B.A.

degree from UCLA.

Yorke is the principal of WesBev LLC, which prior to the merger between

CMS and our Company was the majority shareholder of the Company.

He also is an acting director and audit committee chair of Processa

Pharmaceuticals, (ticker:

Yorke served as non-executive Chairman of Jed Oil and a

Director/CEO at JMG Exploration.

Yorke is the principal of WesBev LLC, which prior to the merger between CMS and our Company was the majority shareholder of the Company.

He also is an acting director and audit committee chair of Processa Pharmaceuticals, (Nasdaq:

Yorke served as non-executive Chairman of Jed Oil and a Director/CEO at JMG Exploration.

McDonough, age 64, has

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(2019-2022) after serving as an independent management consultant (2016-2018).

Earlier , Mr.

McDonough served as President, Chief

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Crawford has sat on the board of Vive Organic

since February 2019 and the board of Skin Te since June 2018.

She served as the CEO of Coco Libre from 2015 to 2017.

Under her management,

she was able to expand distribution, grow product innovation and build awareness of the flagship coconut water brand Coco Libre.

to this, she was the Chief Operating Officer and Chief Financial Officer at Zico Beverages LLC from 2009 to 2013.

Before making her debut

in the beverage world, Candace was the Chief Financial Officer for five different companies including Metropolitan Theaters;

Virgin Entertainment

since February 2019-2022, when the Company was sold and the board of Skin Te since June 2018.

She served as the CEO of Coco Libre from

2015 to 2017, when the Company was sold.

Under her management, she was able to expand distribution, grow product innovation and build

awareness of the flagship coconut water brand Coco Libre.

Prior to this, she was the Chief Operating Officer and Chief Financial Officer

at Zico Beverages LLC from 2009 to 2013, when the Company was sold.

Before making her debut in the beverage world, Ms.

Crawford was the

Chief Financial Officer for five different companies including Metropolitan Theaters;

Virgin Entertainment Group;

Resort Theaters of America;

and Ancora Capital.

Crawford holds a Bachelor of Science in Business from the University of

Southern California and is a Certified Public Accountant.

Crawford holds a Bachelor of Science in Business from the University of Southern California and is a Certified

Public Accountant.

Family Relationships

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Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock,

to file reports of ownership and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished to us

pursuant to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations

of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December

Section 16(a) Reports

solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied

with all applicable filing requirements during the year ended December 31, 2021, with the exception of warrants to purchase common stock

granted to Robert Nistico, Justin Yorke, Peter McDonough, and Candace Crawford on September 30, 2021 with an exercise price of $2.60 per

The foregoing grants will be reported pursuant to Section 16 immediately following the filing of this Annual Report on Form 10-K.

Section 16(a) of the Securities Exchange Act requires

that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the

“reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we

believe that all reporting requirements for fiscal year 2022 were complied with by each person who at any time during the 2022 fiscal

year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Justin Yorke, Candace

Crawford, Peter McDonough and Robert Nistico each filed a late Form 4 report on March 31, 2022, related to the granting of options to

purchase our common stock on September 30, 2021;

Crawford filed a late Form 4 report on April 5, 2022, related to the granting of

options to purchase our common stock on May 16, 2021;

Nistico filed a late Form 4 report on May 31, 2022, related to the purchase

of our common stock on May 26, 2022;

Nistico filed a late Form 4 report on June 7, 2022, related to the purchase of our common

stock on June 3, 2022.

Committees of the Board

Audit Committee

separately designated an Audit Committee.

The Audit Committee is responsible for, among other things, the appointment, compensation,

removal and oversight of the work of the Company’s independent registered public accounting firm, overseeing the accounting and

financial reporting process of the Company, and reviewing related person transactions.

Our Audit Committee is comprised of Peter McDonough

and Candace Crawford.

We have separately designated

an Audit Committee.

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight

of the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process

of the Company, and reviewing related person transactions.

Our Audit Committee is comprised of Peter McDonough and Candace Crawford.

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Also, as a smaller reporting company, we are only required to maintain an audit committee of two independent directors.

Our Board has

determined that Peter McDonough and Candace Crawford are independent under NYSE listing standards and applicable SEC rules.

Candace Crawford

is the Chairperson of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that

Candace Crawford qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee

operates under a written charter adopted by the Board of Directors, which can be found in on our website at www.splashbeveragegroup.com.

During 2021, the Audit Committee held four meetings in person or through conference calls.

Also, as a smaller

reporting company, we are only required to maintain an audit committee of two independent directors.

Our Board has determined that Peter

McDonough and Candace Crawford are independent under NYSE listing standards and applicable SEC rules.

Candace Crawford is the Chairperson

of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that Candace Crawford

qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee operates under

a written charter adopted by the Board of Directors, which can be found in on our website at www.splashbeveragegroup.com.

the Audit Committee held four meetings in person or through conference calls.

and Management Resources Committee

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chairperson of the Compensation and Management Resources Committee .

Under NYSE listing standards, we are required to have at least two members of

the compensation committee, all of whom must be independent directors.

Our board of directors has determined that each of Peter J.

and Candace Crawford is independent under NYSE listing standards.

The Compensation and Management

Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of

the Company and (b) administering the Company’s stock option plans.

The Compensation and Management Resource Committee operates

under a written charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within

the “Investor Information” section.

Under NYSE listing standards,

we are required to have at least two members of the compensation committee, all of whom must be independent directors.

Our board of directors

has determined that each of Peter J.

McDonough and Candace Crawford is independent under NYSE listing

The Compensation and Management Resources Committee is responsible for, among other things, (a) reviewing all compensation

arrangements for the executive officers of the Company and (b) administering the Company’s stock option plans.

The Compensation

and Management Resource Committee operates under a written charter adopted by the Board of Directors, which can be found on our website

at www.splashbeveragegroup.com within the “Investor Information” section.

The duties and responsibilities

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing

the appropriate and effective governance of the Company, including, among other things, (a) nominations to the Board of Directors and

making recommendations regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate

corporate governance principles.

The Nominating and Corporate Governance Committee consists of Peter McDonough and Candace Crawford, each

of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

The Chairperson of the committee

is Peter McDonough.

The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors,

which can be found on our website at www.splashbeveragegroup.com within the “Investor Information” section.

The Nominating and Corporate Governance

Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations

to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development

and recommendation of appropriate corporate governance principles.

The Nominating and Corporate Governance Committee consists of Peter

McDonough and Candace Crawford, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company

The Chairperson of the committee is Peter McDonough.

The Nominating and Corporate Governance Committee operates under a written

charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor

Information” section.

The Nominating and Corporate Governance

Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals by stockholders

6 unchanged sentences

such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

During 2021, the Compensation

Management Resources Committee held two meetings in person or through conference calls.

of the Board of Directors same as above

the Board of Directors held five meetings.

During 2021, each member of our Board of Directors attended at least 75%

of the aggregate of all meetings of our Board of Directors and of all meetings of

committees of our Board of Directors on which such member served that were held during the period

in which such director served.

The Board of Directors also approved certain

actions by unanimous written consent.

During 2021, the Nominating and

Corporate Governance Committee held two meetings in person or through conference calls.

Meetings of the Board of Directors same

During 2022, the Board

of Directors held five meetings.

During 2022, each member of our Board of Directors attended at least 75% of the

aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors

on which such member served that were held during the period in which such director served.

The Board of Directors also approved certain actions

by unanimous written consent.

Director Independence

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involved in any of the following events during the past ten years:

bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or

banking activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated;

subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or

regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

Such person was the subject of, or a party to, any federal or state judicial or administrative

order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

federal or state securities or commodities law or regulation;

law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated

with any person practicing in banking or securities activities;

being found by a court

of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to

have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a

party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended

or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation

respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection

with any business entity;

being subject of or party

to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

or state securities or commodities law or regulation;

regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,

order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition

law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed,

suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))),

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange,

association, entity or organization that has disciplinary authority over its members or persons associated with a member.

regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board leadership structure

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The following table sets forth information for our

two most recently completed fiscal years concerning all of the compensation awarded to, earned by or paid to the executive officers named

two most recently completed fiscal years ending December 31, 2022 and December 31, 2021 concerning all of the compensation awarded to,

earned by the executive officers named below.

Robert Nistico

Bill Meissner

William Meissner

Directors Compensation

During the fiscal year ended December

31, 2021, our directors were paid compensation in both cash and options for serving as Directors of the Company.

31, 2022, our directors were paid compensation in cash for serving as Directors of the Company.

Options/Warrants

Candace Crawford

Peter McDonough

Outstanding Equity Awards at Fiscal Year-End

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equity awards as of December 31, 2022, for each Named Executive Officer:

Number of Securities Underlying Unexercised Options Exercisable

Option Awards Number of Securities Underlying Unexercised Options Unexercisable

Number of Securities Underlying Unexercised Options / Warrants Exercisable

Option / Warrant Awards Number of Securities Underlying Unexercised Options / Warrants Exercisable

Robert Nistico

Bill Meissner

Robert Nistico

William Meissner

(1) Unless otherwise noted, the business address of each of the following individuals is 1314 East Las Olas

Blvd, Suite 221 Fort Lauderdale, Florida 33301

Security Ownership of Certain Beneficial Owners and Management

3 unchanged sentences

sale of common stock in this offering, for:

of our current directors and executive officers;

of our current directors and executive officers as a group;

person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

Except as indicated by the footnotes

below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole

investment power with respect to all shares of common stock that they beneficially, subject to applicable community property laws.

otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale, Florida

Our calculation of the percentage

of beneficial ownership prior to this offering is based on 25,655,515 shares of common stock outstanding as of April 2, 2021.

determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial

ownership for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial

owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or

otherwise has or shares:

each of our current directors

and executive officers;

all of our current directors

and executive officers as a group;

each person, or group of

affiliated persons, who beneficially owned more than 5% of our common stock.

Except as indicated by

the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole

voting and sole investment power with respect to all shares of common stock that they beneficially, subject to applicable community property

Unless otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale,

Florida 33301.

Our calculation of the

percentage of beneficial ownership prior to this offering is based on 25,655,515 shares of common stock outstanding as of March 31, 2023.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of

beneficial ownership for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”),

a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship

or otherwise has or shares:

(i) voting power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power,

which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more

than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed

to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within

60 days of the date as of which the information is provided.

In computing the percentage ownership of any person or persons, the amount

of shares outstanding is deemed to include the amount of shares beneficially owned by such person or persons (and only such person or

persons) by reason of these acquisition rights.

and (ii) investment

power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned

by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares

are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option)

within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person or persons, the

amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person or persons (and only such person

or persons) by reason of these acquisition rights.

Shares of Common

5 unchanged sentences

Candace Crawford

William Meissner

Officers and Directors as a Group (6 individuals)

1 unchanged sentence

LK Family Partnership

Of which 2,812,000 shares are held by WesBev LLC, 1,398,011 shares are held by JMW Fund LLC, 790,853 shares are held by San Gabriel LLC and 765,825 shares are held by Richland Fund LLC.

Of which 3,297,243 shares are held by Richland Fund LLC, 1,398,012 shares are held by JMW Fund LLC and 790,854 shares are held by San Gabriel LLC.

All funds are managed by Mr.

2 unchanged sentences

The following is a description

of the transactions and series of similar transactions, since January 1, 2021, that we were a participant or will be a participant in,

amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total

assets at year-end for the last two completed fiscal years;

of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”)

or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements

with directors and executive officers.

During the normal course of business, we incurred expenses

related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables, net of $0 as of

March 31, 2021.

The related party payable to the CEO bears no interest and is due on demand.

We also assumed a $50,000 note for the President

of WesBev LLC, a Nevada limited liability company (“WesBev”) who the majority shareholder of CMS

June 21, 2019, WesBev acquired 2,666,667 shares of common stock from Michael J.

West, a founder, director and former principal shareholder

of the Company, consisting of approximately 69.7% of the issued and outstanding shares of the Company at the time of the purchase.

part of his agreement with WesBev, Mr.

West undertook to appoint or cause the appointment of up to three persons nominated by WesBev to

the board of directors of the Company.

Effective June 21, 2019, the Company sold 112,000 shares of common stock to WesBev for $100,000.

Following these stock purchases WesBev beneficially owned 2,812,000 shares.

of the transactions and series of similar transactions, since December 31, 2022, that we were a participant or will be a participant in,

the amount involved exceeds

the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last

two completed fiscal years;

any of our directors, executive

officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their

immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and

executive officers.

Principal Accounting Fees and Services.

25 unchanged sentences

Robert Nistico

Chief Executive Officer and Director

March 31, 2022

(Principle Executive Officer)

/s/ Fatima Dhalla

Fatima Dhalla

Interim Chief Financial Officer, Treasurer, Secretary

March 31, 2022

(Principal Financial and Accounting Officer)

/s/ Justin Yorke

March 31, 2022

/s/Peter McDonough

March 31, 2022

Executive Officer and Director

Executive Officer)

/s/ Ronald Wall

Chief Financial Officer,

(Principal Financial and

Accounting Officer)

Peter McDonough

/s/ Candace Crawford

Candace Crawford

March 31, 2022

Candace Crawford

EXHIBIT INDEX

1 unchanged sentence

Underwriting Agreement dated June 10, 2021 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2022)

Underwriting Agreement dated September 23, 2022, between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2022)

Agreement and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group, Inc.

6 unchanged sentences

Statement of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form8-K filed with the SEC on November 15, 2021)

Form of Common Stock Certificate

Form of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on March 31, 2022)

Form of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

1 unchanged sentence

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

of Capital Stock

Description of Capital Stock *

Form of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

17 unchanged sentences

Consent of Daszkal Bolton LLP*

Certification by CEO (filed herewith electronically)

Certification by CFO (filed herewith electronically)

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

Certification of CEO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith electronically)

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Certification of CFO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith electronically)

XBRL Instance Document (filed herewith)

XBRL Taxonomy Extension Schema (filed herewith)

XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

XBRL Taxonomy Extension Label Linkbase (filed herewith)

XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

XBRL Taxonomy Definition Linkbase (filed herewith)

Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

* Interactive data files

are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act

of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Inline XBRL Instance Document

(filed herewith)

Inline XBRL Taxonomy Extension

Schema (filed herewith)

Inline XBRL Taxonomy Extension

Calculation Linkbase (filed herewith)

Inline XBRL Taxonomy Extension

Label Linkbase (filed herewith)

Inline XBRL Taxonomy Extension

Presentation Linkbase (filed herewith)

Inline XBRL Taxonomy Definition

Linkbase (filed herewith)

Cover Page Interactive

Data File (embedded within the Inline XBRL document filed as Exhibit 101)

Filed herewith

Furnished herewith

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures